April 2006 Board Meeting Minutes
FSP Board of Directors Meeting Minutes 4/23/06
Jean Alexander Steve Cobb Sandy Pierre Morey Straus Brian Sullivan Varrin Swearingen Absent: Jason Sorens
Approve Brian Sullivan to the Board Approve the budget Approve a motion regarding Morey Straus as PIC point of contact that will allow him spending authorization authority within the PR budget. PIC Report General spending approval mechanism for spending both in and out of the budget. Discussion of 501(c)4 Application Status and Strategy Meeting is called to order at 12:55PM.
Varrin nominates Jean as temporary chair for the meeting in Jason's absence. Steve seconds. Call for discussion, but there is none. Morey moves to close discussion; Steve seconds. 4 ayes, 0 nays, 1 abstention Motion carries.
I. Approve Brian Sullivan to the Board.
Varrin moves to add Brian Sullivan to the FSP Board effective immediately; Sandy seconds. Call for discussion, but there is none (the Board, including Jason, had discussed this prior to the meeting). Morey moves to close discussion; Varrin seconds. 4 ayes, 0 nays, 1 abstention Discussion is closed. Vote on original motion. 5 ayes, 0 nays, 0 abstentions Motion carries. Brian is now a participating member of the Board. Boardmembers welcome Brian.
II. Approve the new fiscal budget.
Sandy moves to approve the final version of the budget sent to the O-List by Jason; Varrin seconds. Brief discussion of PorcFest budget. Morey moves to close discussion; Jean seconds. 6 ayes, 0 nays, 0 abstentions Voting on original motion 6 ayes, 0 nays, 0 abstentions Motion carries.
III. Authorize Morey Straus as the lead point of contact with Positive Impact Consulting, LLC (PIC)
Varrin makes a motion: move that Morey be authorized to authorize all reasonable expenses for work to be performed by PIC; Sandy seconds. Discussion ensues. Monthly reporting requirements are suggested. Discussion of who needs to approve expenditures over $500. Sandy amends the motion to add "within the Public Relations budget". Morey moves to close discussion of amendment; Varrin seconds. 6 ayes, 0 nays, 0 abstentions Motion carries. Vote to close discussion on original motion. 6 ayes, 0 nays, 0 abstentions Motion carries. Voting on amended motion, which now reads: move that Morey be authorized to authorize all reasonable expenses within the Public Relations budget for work to be performed by PIC. 6 ayes, 0 nays, 0 abstentions Motion carries.
IV. PIC Report
There are no new developments since Morey's last report to the Board. He will post an update to the Board list. Discussion of development of a promotional video as a recruiting tool, possibly for direct mail.
Jason Sorens joins the meeting at 1:26PM. All seven Directors are now present. Jean resigns as temporary chair; Jason takes over chairing the meeting.
Jean requests to add discussion of an historical reenactor at PorcFest to the agenda. Morey requests to add discussion of the national LP convention to the agenda. Jason adds both items to the agenda.
V. Discussion of general spending approval mechanism for spending both in and out of the budget.
Varrin would like to clarify and formalize the current FSP policy. Lengthy discussion ensues.
Sandy moves to approve the proposed spending policy. Varrin moves to amend the wording of the motion as follows:
Individual expenses of FSP money be approved according to the following guidelines: 1: All spending above or over the budget must be approved by the Board 2: Within the budget - 0 > $500 can be authorized by any one of the following: Department Heads, VP's, President 3: $500 - $1000 can be authorized by either: a) both the Department Head(s) and a VP or the President, or b) a VP and the President 4: > $1000 can be authorized with concurrence of President and one additional non-involved Board Member
Jason seconds the motion and moves to close discussion. Jean seconds. 7 ayes, 0 nays, 0 abstentions Voting on motion 7 ayes, 0 nays, 0 abstentions. Motion carries.
VI. Discussion of 501(c)4 Application Status and Strategy
Jason says we're in a wait-and-see position. The IRS could reject our case worker's recommendation (which is to reject our application) and approve our 501(c)(4) status. If the recommendation is accepted, we can then appeal the decision. Tim Condon says it might take 3-4 months to hear from them.
Question: does 501(c)4 allow for tax deductability of contributions? The answer is no.
Question: what is the benefit of 501(c)4? The answer is that it would exempt the FSP from having to file regular corporate tax returns. (c)4 status also provides a little more accountability, which large donors might like. Also, if we ever wanted to tap foundations, (c)4 status is a must.
Question: what is the status of the 501(c)3 application? The answer is that it's dead. It may need to be attempted again.
Question: what are the likely tax consequences of filing regular corporate taxes? The answer is that the FSP doesn't, and probably never will, have any tax liability because our merchandise sales are less than our expenditures. Failure to achieve 501(c)4 will therefore not be a huge blow.
VII. Discussion of Historic Reenactor
Discussion of hiring a professional to perform in costume as Thomas Jefferson at PorcFest. The PorcFest team feels that if a promotional video of the performance were made, it would offset the cost. Jean will pursue a quote and negotiate prices.
VIII. Discussion of FSP at National LP Convention
Discussion of costs: table vs booth, and where they're positioned. Varrin will be flying in and his hotel expenses will be covered. Discussion of cost-saving measures, selling merchandise, and what promotional items to bring.
Discussion of new FSP merchandise development.
Varrin moves to adjourn; Jean seconds. 6 ayes, 0 nays, 1 "whatever"
Meeting is adjourned at 2:51PM.
Sandy Pierre, Secretary